Frontier Airlines 2008 Annual Report Download - page 113

period from the Amendment and Restatement Effective Date until the thirtieth day thereafter, $5,800,000; (y) for the period from the
thirty-first day following the Amendment and Restatement Effective Date until the forty-fifth day following the Amendment and
Restatement Effective Date, $8,000,000; and (z) thereafter, $10,200,000 shall constitute Secured Credit Obligations of the Borrower
hereunder;
12. The parties hereto have agreed to amend and restate the Existing Credit Agreement as provided herein; and
13. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing
under the Existing Credit Agreement which shall remain outstanding, or evidence repayment of any such obligations and liabilities
and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the
Borrower and each Guarantor outstanding thereunder.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties
hereto hereby agree that on the Amendment and Restatement Effective Date, the Existing Credit Agreement shall be, and hereby is,
amended and restated in its entirety as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“Administrative Agent” has the meaning specified in the preamble.
“Administrative Agent’s Office ” means the Administrative Agent’s address as set forth on Schedule 12.02, or such other address as
the Administrative Agent may from time to time notify the Borrower and the Lenders.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified.
“After-Acquired Intellectual Property” has the meaning specified in Section 10.04(h)(vi).
“Agent-Related Persons” means the Administrative Agent, the Collateral Agent, together with their respective Affiliates, and the
officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
“Agents” means the Administrative Agent and the Collateral Agent.
“Agreement” has the meaning specified in the preamble.
“Aircraft Mortgages” means each amended and restated aircraft mortgage and security agreement executed and delivered pursuant
to Section 4.01(a)(xiii).
“Airframes” has the meaning specified in the Aircraft Mortgages.
“Airline Service Agreement” means the airline service agreement in the form attached hereto as Exhibit I as in effect on the date
hereof.
“Airline Service Agreement Obligations Cap” means (i) for the period from the Amendment and Restatement Effective Date until
the thirtieth day thereafter, $5,800,000; (ii) for the period from the thirty-first day following the Amendment and Restatement
Effective Date until the forty-fifth day following the Amendment and Restatement Effective Date, $8,000,000; and (iii) thereafter,
$10,200,000.
“Airline Service Agreement Obligations” means any payment obligations that are outstanding and owed to Republic by the
Borrower pursuant to the terms of the Airline Service Agreement with respect to claims for liquidated or actual damages resulting
from the termination of the Airline Service Agreement (other than termination pursuant to Section 8.02(a), Section 8.02(b), or Section
8.02(d), thereof); provided that the Airline Services Obligations shall not exceed the Airline Service Agreement Obligations Cap.
“Airline Service Agreement Rejection Event” means (x) the occurrence of an Event of Default under Section 8.01(m) or Section
8.01(n) and (y) either (A) the Borrower fails to file, with the applicable bankruptcy court, a motion to assume the Airline Service
Agreement within 45 days of the date of the occurrence of such Event of Default or (B) the Airline Service Agreement is rejected
under Section 365 of the United States Bankruptcy Code.
“Airline Service Agreement Termination Date ” means the earliest of (a) the eighteen month anniversary of the Amendment and
Restatement Effective Date (unless a Default or an Event of Default of the type described in Section 8.02(p) hereof shall have
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠